Accreditation is open to any home care agency that operates in Massachusetts; membership in the Alliance is neither a prerequisite for, nor a guarantee of Accreditation. The procedure for Accreditation is as follows:
Any organization providing home care services in Massachusetts may apply for Accreditation by the Home Care Alliance of Massachusetts, Inc (the “Alliance”).
- Home Care Agency Accreditation Logo License. Home Care Alliance grants to Licensee a non-exclusive, nontransferable, limited use license (the “License”) to use the Home Care Agency Accreditation logo and the phrase “Accredited by the Home Care Alliance of Massachusetts” (collectively, the “Logo”), subject to the following terms and conditions, including confirmation the Licensee is a home care agency that meets the Home Care Alliance’s Accreditation Standards for Home Care Agencies (as published from time to time by the Home Care Alliance).
- Conditions of License. The License is conditioned upon Licensee satisfying and continuing to satisfy the Accreditation Standards established and published, from time to time, by the Home Care Alliance (“Accreditation”), in accordance with the Accreditation Procedure. A camera ready digital copy of the Logo shall be made available to Licensee upon such Accreditation and the execution and delivery of this Agreement.
- Permitted Use of Logo. The purpose of the Logo is to identify home care agencies that meet the Home Care Alliance’s Accreditation Standards. Licensee shall use the Logo only for the purpose(s) of acknowledging Licensee’s Accreditation as a Home Care Agency. Licensee’s use of the Logo shall at all times be expressly limited to use of the Logo in connection with Licensee’s name on Licensee’s website, stationery, print, audio, or video advertisements or brochures (collectively, the “Licensed Use”). The Licensed Use of the Logo shall at all times be subject to the following use restrictions and conditions:
- Licensee shall not use the Logo in any way that would create the appearance that Licensee’s communication is made by the Home Care Alliance or that the Home Care Alliance is endorsing or recommending Licensee’s products or services;
- Licensee’s use of the Logo shall not identify Licensee as a partner or affiliate of the Home Care Alliance or as in any kind of similar relationship with the Home Care Alliance other than as a member;
- Licensee shall make no representations that the Home Care Alliance has endorsed or recommended the quality, merchantability, fitness for any purpose of Licensee’s products or services, other than Licensee’s satisfaction of the Accreditation Standards;
- The Logo shall not be altered in appearance in any way, except to enlarge or reduce it in size or convert to gray scale; and;
- Use of the Logo shall immediately cease upon the termination of or any lapse in Accreditation by the Home Care Alliance.
- Written Approval for Other Uses. If Licensee desires to use the Logo other than for the Licensed Use, it must receive the approval of the Home Care Alliance. To secure such approval, it must submit an exact replica of the electronic or printed material illustrating the proposed use of the Logo (the “Material”) to the Home Care Alliance for written approval prior to any use thereof, which approval may be granted or withheld in the sole and absolute discretion of the Home Care Alliance. Notwithstanding the Home Care Alliance’s right to review Materials, Licensee shall be solely responsible for the accuracy of information contained in such Materials.
- Term. This Agreement and the License granted to Licensee hereunder shall expire one (1) year after the date Licensee receives its Accreditation; provided, however, that this Agreement and the License granted hereunder shall be extended if Licensee timely submits a new application for Accreditation along with the documentation required by the Home Care Alliance and the Home Care Alliance renews Licensee’s Accreditation as a Home Care Agency. In such circumstance, this Agreement shall be extended for an additional term of two (2) years from the date of the re-Accreditation of Licensee by the Home Care Alliance, unless sooner terminated as provided herein.
- Termination and Remedies. Licensee’s License to use the Logo will terminate upon expiration or earlier termination of this Agreement. The Home Care Alliance may terminate the License granted pursuant to this Agreement and the use of the Logo by Licensee at any time and without prior notice upon a breach of this Agreement or failure of Licensee to meet the Accreditation Standards. This Agreement and the License granted hereunder shall terminate upon the expiration of the Accreditation. The expiration or termination of this Agreement shall not relieve either party of any obligations pursuant to this Agreement, which arose on or before the termination hereof. Upon the expiration or termination of this Agreement or the License granted hereunder, Licensee shall immediately cease and desist from using the Logo in any manner or form and cease holding itself out as a Home Care Alliance Accredited Home Care Agency.
If Licensee fails to comply with the terms and conditions of this Agreement, the Home Care Alliance may require Licensee to:
- Distribute a printed retraction to all recipients of any Material found to not be in compliance with the Licensed Use permitted under this Agreement.
- Immediately destroy any & all printed & electronic materials that the Home Care Alliance determines in its sole & absolute discretion to be in noncompliance with the terms and conditions of the License granted hereunder.
- Ownership of Logo. The parties hereto acknowledge that the Logo constitutes the property and trademark owned solely by the Home Care Alliance, and is the valuable and proprietary property of the Home Care Alliance and that any breach of the terms of this Agreement shall be such that the Home Care Alliance cannot be adequately compensated by monetary damages. Thus, the parties agree that the Home Care Alliance may pursue injunctive relief to restrain or stop any misuse or intended misuse of the Logo. In addition, the Home Care Alliance may pursue any other remedies available to it at law or in equity in regard to any damages that it may sustain, either actual or consequential, as a result of the unlicensed use or misuse of the Logo by Licensee or any of its third parties, contractors, agents, representatives and employees.
- Relationship. The relationship between the Home Care Alliance and Licensee established by this Agreement is solely that of licensor and licensee. Neither party is in any way the legal representative or agent of the other. Nothing in this Agreement shall be construed as making a party a partner or joint venture with the other.
- Assignment/Successors. Licensee shall not assign, sell, sublicense or otherwise transfer the License, the Logo or any of its rights under this Agreement to another party, or any interest therein, without the Home Care Alliance’s prior written consent.
- Attorneys’ Fees. Licensee agrees to pay any and all attorney’s fees incurred by the Home Care Alliance, arising from or related to actual or threatened breach of this Agreement by Licensee, or any third parties, contractors, agents, representatives and employees of Licensee. Should any litigation be commenced arising from or related to this Agreement, the prevailing party shall be entitled to recover from the losing party attorneys’ fees and costs reasonably incurred, as determined by the court, in addition to all other applicable remedies and relief, including, but not limited to, such costs and attorneys’ fees incurred by the prevailing party in any appellate review of any judgment, decree, or order, whether interim or final, as may become a part of such litigation and the enforcement of any judgment or decree or order.
- Entire Agreement. This Agreement sets forth the entire agreement between the parties relative to the License and supersedes all prior negotiations and agreements, written or oral, concerning or relating to the subject matter of this Agreement, and may not be modified except by a writing executed by both parties.
- Waiver. Any waiver of any terms and conditions hereof must be in writing, and signed by the parties hereto. A waiver of any of the terms and conditions hereof shall not be construed as a waiver of any other terms and conditions hereof or a continuing waiver of the terms or conditions waived.
- Governing Law & Venue. This Agreement shall be governed by and shall be construed and enforced in accordance with, the law of the State of Massachusetts (the “State”), without regard to its law relating to the conflicts of laws. This Agreement shall be deemed to have been entered into in the State regardless of whether Licensee performs services within or outside said State. The parties hereby consent to jurisdiction and venue, for any matter relating to this Agreement with the Superior Court of Suffolk County, Massachusetts & hereby waive any right either may have to assert the doctrine of forum non conveniens or to object to such venue.
- Counterparts. This Agreement may be executed in counterparts, all of which taken together, shall constitute one and the same instrument. A facsimile signature shall have the same force and effect as an original signature.
- Survival. The rights and remedies of the Home Care Alliance and the restrictions and limitations on the use of the Logo shall survive the expiration or termination of this Agreement.